Chapter 19:

"Where am I?"

Last thing Peter remembered was being engulfed in red ooze, and next thing he knew he woke up in an never-ending red void.

"Hello? Is anyone there?" Peter shouts, "Ruby? Weiss? Blake? Yang? Anyone?" Peter continued to call out, starting to feel unnerved.

"There's no one here, but me."

Peter turned around to the source of the voice, trying to find where it came from. But when he looked he saw no one there.

"Ok, from what I can tell, I'm trapped in my mind again and I'd rather not play this song and dance again." Peter called out to the voice.

The voice chuckled, a very sinister chuckle, "Ah yes, the time you fought my father for the first time. To be frank it was a pathetic battle."

"Father? Ah, it's you."

A few feet in front of Peter, the crimson symbiote took form, it's monstrous smile showing.

"Yes, good job pointing out the obvious. Now here's how it's going to go, we can do this the easy way or the hard way, your call." The crimson symbiote replied.

"How about we just get straight to the fight and I can kick you out of my mind?" Peter growled, "Because I'm getting real tired of aliens right now."

"Ironic don't you think? You are one too, you don't belong on this doomed rock." The alien laughed. "But I am curious, why bother?"

"Excuse me?"

"Why bother protecting the inferior species? To be honest it's not worth it, you should just do whatever you want." The crimson symbiote elaborated.

"Oh you have got to be kidding me, we're doing this bit? No I am not going to join you." Peter said with anger.

"Oh you don't have a choice. But first, a little bit of fun, no?"

Before Peter could ask what the creature meant, the floor beneath him broke. Peter fell through, and fell for a long while until suddenly he hit the ground. As he got up, he noticed something change.

He was in the lab.

"Dr. Connors lab…."

"Ah yes, where it all began." The crimson alien began as it appeared on the other side of the lab. "The day you evolved into something much greater."

Peter looked around, the memory all too familiar. The field trip, his class, the spiders.

The bite.

Peter watches as his past self gets bit bitten again, his past memory self groaning in pain, the memory shifting into him jumping out of the way of a truck. And then, shifting into the arena where he took down Crusher Hogan, him getting cheated out of his money……

And then the biggest mistake of his life.

Peter, slowly getting even more angry, then says, "Are you trying to make me sad like Symbie did? News flash, it isn't going to work."

"Oh I know, just wanted to remind you of what you are, an anomaly of nature, just like me." The alien cackled.

"I am not like you."

"Are you sure?"

Suddenly the memory switches of the day Peter fought the masked fire lady. He watches as he beat down the women, watching as he insulted her and humiliated her. Eventually he sees as the memory versions finish their fight, both versions of them leaving. But to Peter's surprise, the memory didn't end. Instead, he watches as the lightning dust ignited, and sees the blood on the arrows he removed from himself move.

"See, we are both anomalies, accidents with no explanations. I should have been a replication of father, a blank slate. And yet by being fused with your blood, the blood that shouldn't be able to even function due to the messy DNA, I have become something else entirely." The crimson symbiote proclaimed.

"Now I know how you came to be, great. But I am nothing like you, you are nothing but a monster that ruins lives!" Peter yelled.

"And you haven't? Please, you have ruined the lives of the people you call "friends". Remember Osborn? Stacy? Allen, and so many more." The alien claimed.

"That's not true, they were my friends I would never hurt them!" Peter argued.

"And yet, all you ever were was a burden to them." The crimson alien replied as it showed Peter his memories.

"This was my dream Pete, you're already the smallest kid in school, you really need this too?"

"My only chance at a cure…and you let him escape!"

"Bro, you ditched the antidote effort to win a contest!"

"I'm not your first choice, but I won't be your second."

"My sister's not going to be your second choice."

"That's it Petey, we're through!"

"This is all Spider-Man's fault! He destroyed my son!"

"I don't know what you did to infect my father with your stupid conscience, but it's your fault he'll spend the rest of his life in this hole!"

"Spider-Man should have helped him."

Peter felt nothing but pain and regret from these memories, he wished he could undo all the pain he ended up causing, mend those friendships, but he couldn't.

"They were better off without you, I wouldn't be surprised if you made the same mistakes here on this world as well. Besides, they were a waste of time when you could of used your power for so much more." The crimson alien claimed, "And maybe with that power, we could have fun with our prey in the process."

"No! I won't let you hurt anyone else! Whatever goal you have I will stop it!"

The crimson alien laughed, suddenly everything shifted to look like the warehouse where Peter had fought the crimson symbiote. He then see's his friends fighting it

"You want to know my goal? My goal is to be whole again, to be the ultimate Klyntar warrior!" The alien decreed. It then ran towards the girls.

By instinct, Peter immediately rushed forward and punched it in the face, the alien splitting into multiple pieces. The pieces then form smaller individual versions of the creatures. Peter then ends up fighting each one, trying to keep them at bay.

"Why are you even fighting me? It's pointless to fight back Benjamin." The alien spoke, appearing from above as it watched Peter fight it's miniature copies.

"DON'T YOU CALL ME THAT!"

"Why not? It's part of your name isn't it?" The crimson symbiote asked, "Why are you even still fighting? Are you still trying to protect them from me?"

Suddenly, the copies dissolved. Peter then tried to jump up, but he couldn't move his body. He is forced to watch as the alien approached the frozen memories of his friends.

"These people, you're afraid of losing them, and at the same time your afraid they'll reject you as well, quite the complicated emotions you have."

"Shut up, you don't know anything about me!" Peter retorts.

"But I do, your greatest strength is also your greatest weakness. You care for these people, you love them. You cherish the life of every single being on this planet, whether it be Earth or Remnant." The symbiote points out, "You will throw away your life if it means even saving one of their lives. But the main question I have is, do they even care about you?"

The alien cackled as it snapped it's fingers. The memory changes back to New York, Peter watches as the people around him murmur amongst themselves. Murmurs of the arachnid menace, the amount of people wanting his downfall. It then switched to the City of Vale, the same thing transpiring.

"These people, they don't care about you. All they see is a menace that constantly involves himself in their lives. They don't need you, and you don't need them Benjamin."

"STOP IT!"

Ignoring his demands, the crimson symbiote changes the memory of students in Beacon, the gossip of the vigilante being spread amongst one another.

"You heard of Spider-Man?"

"Yeah, some weird guy in spandex trying to hard to be a hero."

"All that guy has ever done is make everything worse."

"The White Fang has only gotten worse thanks to that freak."

"And it isn't just Spider-Man that has been deemed this way." The alien says as the whispers started talking about Peter.

"Have you seen that Parker guy?"

"Dude has a freaky semblance."

"He is way to emotional from what I heard, he almost hurt some guy pretty badly."

"He is a freak if you ask me."

"Stop it, your just making up twisted memories!" Peter called out.

"I am showing you the truth, even your so called friends think about you this way. You say that you don't care what others say about you, but let's be honest you do. Especially what the people you care about say about you." The alien said as it showed the memory version of his friends again.

The memory versions of them then spoke, "Where's that idiot? All he ever does is joke around and never takes anything serious."

"Why should we care? He is nothing but an annoying nuisance."

"We don't need him, he's dead weight."

"And a failure to even help me lead at that."

"No, No! They would never say that! Your trying to mess with my head!" Peter continued to yell.

"Mess with your head? You want me to mess with your head? Fine, then let me show you how I can really mess with your head." The alien spoke as it snapped it's fingers one more time.

Peter then fell through the floor once again. Back in his classic suit, he lands on his feet, only to be hit and knocked aside by rounds of explosive dust rounds. Peter tries to get back up, but the sheer amount of explosion keep hitting him. Once the firing stopped, Peter stands on one knee and hears a voice speak out to him.

"Spider-Man, by order of the Atlas military you are under arrest and will be dissected for further study."

Peter looked up to see Weiss, wearing a full military outfit, her weapon help in one hand pointing towards him, ready to strike him down.

"Weiss, no, you wouldn't do this."

Everything changes once more, and Peter was then subjected to a series of punches across his face and body, he is then pinned to a wall by the neck, barely able to breathe. He then looks to see Yang, wearing what appeared to be a outfit that you would find a gang leader to be wearing.

"You have been a nuisance to my business for far too long arachnid. Time to show you what happens when you mess with the big dogs." Yang snarled.

"Yang, you aren't a criminal, you're a huntress. I don't get it." Peter whimpers.

Again, everything changed, and now Peter was being overwhelmed by silhouettes of what appeared to be Huntsmen. He was then shot in the chest, breaking his ribs and knocking him to the ground. Peter looks up to see Ruby, wearing more of a tactical outfit for hunting.

"There's a large bounty for your head web-head. Can't wait to cash you in." Ruby laughed.

"No, Ruby wants to be a huntress to help others, not for personal gain." Peter coughed.

Everything changes once more, Peter was lying on the ground, his suit ripped apart, covered in many wounds, bleeding out. Barley managing to lift his head, he sees many members of the White Fang facing him. One individual steps out of the crowd, it was Blake wearing a mask, holding her hand up as if she was leading them.

"Spider-man, you will pay for interfering in our goals to take down humanity. As a traitor to all of faunus kind I will personally kill you myself." Blake growled.

"Blake, you left this life long ago, this isn't who you are anymore." Peter cried out. "Stop this, stop this! These memories aren't even memories, your just making stuff up. This isn't real, they would never do this, they would never say this!"

"Really now? Then what about this?" The crimson symbiote spoke as then displayed the last memory Peter had.

Still on the ground, now in a tattered version of the symbiote suit, Peter looks up to see his friends staring at him. Their expressions filled with fear and disgust.

"Just what the hell are you."

Peter could only feel sorrow from those words, he couldn't even say anything, his heart being broken from the pain.

"What about this Benjamin? Is this another one of my twisted memories?" The creature asked.

But Peter didn't respond, still focused on the pain of those words.

"Do you see now? They know what you are, a freak of nature, something that doesn't belong here. Just like me."

Peter grape his head in pain, shouting as everything turns red around him. "SHUT UP! I AM NOTHING LIKE YOU"

"ACCEPT THE TRUTH BENJAMIN! EMBRACE WHAT YOU ALREADY ARE!"

"GET OUT OF MY HEAD!" Peter yells as he tried to move to attack.

But red tendrils appear from the floor, slowly dragging him down into the depths of the red ooze.

"Just give up, let me take control. Let us be whole again!" The crimson symbiote decreed.

Peter tried to break free, struggling to rip the tendrils off, but to no avail. Peter started to feel tired, the exhaustion now taking it's toll, both physically and mentally. Peter tried to resist, he tried to get out, but he couldn't. And soon, he stopped, losing the will to fight, tired of everything that has happened to him.

The crimson symbiote cackles as it succeeded, it now had control of the arachnid's body. The only thing that could be heard inside the mind of the young hero, was the laughter of the red alien.

/

Carnage laughed maniacally as it looked at the faces of the girls and the older Huntress in front of it. It then looked at its entire body, noticing the drastic change in appearance and strength.

"Finally, after all this time since the beginning of my existence, I have become whole!" Carnage continued to cackle.

Weiss grit her teeth in anger as she says, "You can talk, how?! You were just a mindless monster a few seconds ago!" pointing her weapon towards Carnage in a defensive position.

"Ah ah ah…" Carnage waved their finger, "I was never mindless Schnee, I just wasn't fully developed yet. But I have to thank you all for that. If the Spider wasn't so unfocused and worried for the safety of you all then I would have never achieved my goal to be complete." Carnage laughed much to the girls dismay.

"Ok you over grown spaghetti sauce reject!" Yang shouts as she reloads her gauntlets, "Just what the hell are you?!"

"Hmm….." Carnage began to ponder, "Would it be more fun to tell you and break your minds? Or leave you all guessing while I rip you all to shreds and consume you all?" Carnage laughed.

The girls readied themselves, shaking a bit in fear as they do so, ready to fight in hopes that Peter was still alive inside that thing. Glynda then got up and stood in front of the girls, trying to use what ever energy she had left to try and fight the alien.

"Oh ho ho ho! Is the old lady thinking she could even do anything against me? I have consumed vast amounts of these so called Huntsmen, they were very delicious. The only one I didn't get to eat was one that got extremely lucky and got away, oh well, guess I'll find that guy eventually." Carnage mocked.

"Girls, for your own safety, please run." Glynda pleaded. But to her dismay, Carnage just appeared right in front of her and knocked her to the side.

"Yeah how about no, I want to play with my food some more before I inevitably eat them." Carnage quipped.

The girls then moved away and gained their distance before shooting everything they had on them at Carnage. But Carnage just shrugs of the damage, as if it didn't hurt him.

Walking slowly towards the girls, it then asks, "Now how should I eat you and that woman, by drinking your insides or biting your heads off?" their voice sounding sadistic.

"You're a monster! Do you have no remorse for they people you have eaten?!" Ruby asked naively.

"Oh I'm a monster, never heard that one while drinking people from the inside." Carnage mocked, "I am the apex predator of the entire universe! Just a shame father has gotten soft and decided to protect your inferior species." Carnage replied as rushed towards Ruby on to be interrupted by Blake as she rapped ribbons around Carnage and throw it away from any of them.

Aiming her weapon towards Carnage, shooting even more dust rounds, Blake then asked, "Apex predator? Father? Are you calling Peter your father?!"

"No, the Spider is not my father, you already met my father in that jar before they tried to stop me from reaching my goal. But then again I am also compromised of some of Parker's blood as well." Carnage said is it broke free of the ribbons, "And about what I am, while I was born on this planet, my species isn't native here. Oh, if the rest of the Klyntar race was here the entire planet would have been consumed by winter!"

Carnage then shot out multiple spikes towards the girls. Weiss formed a wall of ice in front of the team, blocking the spikes inches away from her face.

"Ok, this is getting ridiculous! So this monster is some type of alien lifeform? That soun-"

"Ridiculous? Well it's the truth girl, and you could learn more if you all survive a bit more." Carnage laughed.

Carnage then turns to see Yang rush at them and gets punched in the face, followed by a series of shots from Yang's gauntlets.

"Hope, your, hungry!" Yang shouted in anger.

But she was interrupted from her flurry of attacks as Carnage just grabbed her arms and looks at her with a creepy smile, "Why yes Blondie I am hungry, thank you for being my next meal." Startling the young Huntress

Carnage then opened its jaw wide open and tried to eat Yang. Blake then wraps a ribbon around Yang and pulls her away from Carnage. "You ok?"

"Y-yeah….I think I see why Peter wouldn't talk about this." Yang breathed.

"Aw, trying to copy the Spider's moves how adorable. But that won't save you for long, the only reason you all survived so long is because this world trains it's children to fight those Grimms. To be frank those creatures are nothing but poor imitations of the Klyntar." Carnage claimed as it sent multiple tendrils towards the girls.

Ruby then uses her weapon in scythe mode to cut off each tendril as they approach them, each one splatting on the ground in a puddle of red ooze before crawling back towards Carnage.

She then shot multiple fire dust rounds at the creature, Blake and Yang doing the same while Weiss manages to summon a glyph to enhance each shot. Carnage, overconfident in it's inevitable victory, decided to stand there and tank the shots. But with said rounds being fire, it actually damaged Carnage, most shots hitting it's face and blowing it off.

"Yeah! Take that!" Ruby cheered, only to forget about it's regeneration as everyone saw it grow a new head. "Oh……"

Before Carnage could do anything else, purple energy surrounded them and sent them flying into the abandoned building, debris falling on top of it.

The girls look to see Glynda, her hair now down, a few cuts on her clothing with blood dripping out a bit. She then approached the girls and said, "I contacted Ironwood to deal with this monster, listen when I say we need to go now!" Glynda commanded once again.

Before they could retaliate, they here the rubble move and decided to listen to the much more experienced Huntress. But due to how quickly Carnage was recovering, they were forced to hide while trying to get out the abandoned area.

"Ok, the second I find you woman I am ripping you limb from limb!" Carnage declared as it looked around for the women. "Looks like we're playing hide and seek, my favorite game. An unfair warning, I never lose." Carnage cackled.

As the crimson symbiote looked around, Team RWBY and Glynda his as they peered around the corner and watched the alien go the other way, hearing the constant mocking from the alien.

Turning and whispering to their instructor, Weiss asks, "With all due respect Ma'am, just what is that thing?"

"Miss Goodwitch, I think we all deserve an explanation." Blake agreed. "And why does it know about Peter?"

Glynda took a moment to breathe, looking at the girls with a bit of guilt in her eyes, what should she say? She didn't know much herself, just that the Venom symbiote ate chocolate and enhanced it's host abilities and that Carnage just ate people.

"I'll be honest girls, even I am trying to figure that out. All I can say is that this thing has been around for months and has been…" Glynda hesitated to finish for a moment, "Consuming people both inside and outside of Vale."

"But you do know how to stop it, right?" Ruby asked the Huntress.

The only response they got from Glynda was sadness as she shook her head, getting everyone to shake in fear.

Before any more questions could be asked, they hear Carnage speak, "Come out, come out. You can't run you can't hide, not forever." Carnage continued to look around, but to it's annoyance, it couldn't find them. It's senses where still hindered from the vibrations from earlier.

Carnage hissed in frustration, before getting an idea, "Parker was always a sad excuse of a hero. Never could make the right decisions in time. He was Earth's first hero too and now he was this world's first hero." Carnage said, confusing the girls. "Oh the enemies he made, how so many people wanted him dead on Earth, technically they got their wish as he isn't on that planet anymore."

They wondered what the alien meant by Earth's first hero and this world's first. Was it trying to make stuff up to get under their skin or telling the truth. The girls stay hidden, as they slowly made their way out of there.

"You know, Parker is all alone in here. Oh the physiological warfare I'm using on his mind. He tried so hard to find and destroy me so others wouldn't die." Carnage said, the girls froze at it said that. Glynda tried to get them to move, but the girls didn't move as it got in their heads.

"Parker's mind is both his greatest strength and his greatest weakness. All I have to do is exploit his fear of losing the people he cares about and enjoy as he struggles to fight back." Carnage laughed loudly, "Once I fully break him, I'll have fully absorbed him into my biomass and become unstoppable! Shame he will die like how he spent a majority of his time these days, alone."

Much to everyone's surprise, especially Yang since she was about to do the same thing, Blake lunged towards Carnage wrapped ribbons around it and flung it far away. As Carnage was sent flying, Blake yells as she shot multiple rounds of fire dust, using the weakness she soon picked up when they were shooting it earlier.

Seeing as Blake gave up their hiding spot, the girls soon joined her and fired their own shots as well. Once they stopped firing, Glynda got in front of the girls again. Seeing how they may not escape she decided she might as well by time for Ironwood to arrive with reinforcements.

"Aw, did I get under your skin feline? Do you want to save the Spider before I inevitably absorb him?" Carnage said much to Blake's shock on how it knew. Carnage then picked itself up with their tendrils and says, "Well get ready, because without him and my father here none of you will survive. But before I eat you I'm going to have my fun first."

Carnage laughed maniacally as the teens and the older woman got into stance, they had to survive and hope they win. They had to.

And just like always, Carnage dashed towards them, ready to toy with it's new prey.

/

"Goddamn offspring." Venom grunted as it rubbed it's head with it's hand, currently taking it's black suit form. "Looks like the same trick I pulled on Parker is now being played on me." Venom thought to themselves as it looked around the endless red void.

The symbiote began to move forward, looking around for any changes in the red void around them. After a few moments of walking, the ground below the symbiote began to crack.

"Oh you have got to be kidding me!" Venom yelled as it fell through.

The symbiote kept falling for a few minutes, it's form slowly coming apart as it became a puddle. It then stopped falling as the environment around them changed. Looking around, it was floating inside a tube filled with some strange liquid. Outside the tube was a laboratory, filled with tech more advanced then what anyone has ever seen. The room was filled with the silhouettes of an unknown alien species, each dressed in lab coats, taking notes as the individuals studied them.

"This place…….ok "offspring" what is your goal by showing me this memory?" Venom growled.

Suddenly, the crimson symbiote appeared behind the alien scientists, the memory freezing as a result.

"Because this memory intrigued me, you were strong before but these experiments had made you stronger. I'm an attempt to find a way to destroy our kind these eukaryotic beings only made things worse for them. Your strength after these events made you one of the most powerful Klyntar warriors." Carnage told it's parent as the memory suddenly switched to another one.

Venom then found themselves out of the tube, it looked at its body as it suddenly changed shaped, looking almost exactly like it's offspring. The difference here, besides color, were sharper claws and teeth, with no eyes on its face, only it's mouth with a long tongue visible.

Venom looked down at their feet to find the now alien scientists dead, blood on its hands. The corpses were ripped apart, organs and brains spilled all over the place.

"I remember, once I got confident enough and I heard the rest of my brethren storm the facility I myself broke out." Venom recalled, the memory still clear in its mind. It then crawled out the building, looking around the brutal scene.

The memory was now outside and advanced city, with many weapons played on the ground next to corpses. Next to these corpses were other alien symbiote's, all looking exactly the same as Venom, although much smaller. Each Klyntar were in groups, standing over multiple bodies as they all consumed their now dead prey, ripping out the intestines. Some of the alien people weren't even dead yet, forced to watch as the were eaten alive before having their heads bitten off minutes.

Carnage, now standing right next to Venom spoke, "This, this is what our species are remember. The Klyntar are the most powerful beings alive, we consumed everyone we found across the cosmos. And you yourself after getting even more powerful had lead us all to even more victories!" Carnage claimed as it kept switching the memories to show every single victory it's father had brought.

Venom watched as it's past self ripped many people apart, consuming them and destroying whatever force they and it's entire race faced.

"And yet, over time you got soft. For some odd reason you started to become disgusted of our actions, why?" Carnage asked.

The next memory was shown of Venom hesitating to eat another Victim before eventually biting their head off, essentially giving them a painless death. Venom would then look around, hearing everything around them.

Venom could recall every single scream they heard, from the angry shouting of warriors determined to save their people, to the cries of innocent people shouting for mercy. Venom then looked at the ground below them, seeing a puddle of blood displaying its current reflection, causing them to scowl in disgust.

"There it is! Why do you show empathy to these lower lifeforms? They are nothing but food to fuel our never ending hunger!" Carnage asked in anger, but got no response.

"TELL ME!"

"I DON'T KNOW!"

Venom and Carnage growled as they starred at one another. Neither symbiote's back down, neither one willing to let the other get the best of them. This went on for what appeared to be for hours, until Carnage started to laugh.

"Hehehehe…Hahahaha…AHAHAHAHAHAH!"

"WHY ARE YOU LAUGHING?!" Venom demanded to know.

"You actually don't know! You gotten soft and you don't even know why! But I think I know why." Carnage claimed to know, "Those aliens did something to you, they must have given you some form of consciousness didn't they?"

"Please, we were born without the ability to deal such emotions. I highly doubt anything or anyone could be able give me such traits." Venom reminded it's offspring.

"And yet you do. Don't deny it, tell me I'm lying when you yourself have been protecting not just the Spider but his companions as well. It may not have started that way, but slowly yet surely it did. And being inside the Spider's head only accelerated that even more." Carnage explained.

"No, what I do is for my benefit only. I do what I do for my survival." Venom growled.

"Then why didn't you just bond with someone else then? There are many others with even more power, more potential. And you know it, you've grown attached to the Spider. Don't even bother lying, I'm not just in Benjamin's head you know, but I'm also in yours." Carnage cackled.

Venom growled as it tried to strike it's offspring, but they missed as Carnage suddenly faded away, the memory changing again. This time, Carnage revealed multiple memories at once, each one displaying multiple different individuals at once. A combination of both Spider-Man's rogues gallery and a few individuals from Remnant. Said individuals consisted of Ozpin, Glynda, Cinder, and even Neo.

"These beings have unique abilities, if we had those in our arsenal then we would be unstoppable! And yet…" Carnage began as the memories faded to only show one of Spider-Man swinging across New York. "You chose not only to bond with this pathetic child, but also try to convince him to join you and not just steal his abilities. You have gotten weak."

"Me weak?! Please, we were kicking your pathetic excuse of a Klyntar butt before!" Venom retorts.

"And yet you both lost, lost every chance you got. And what makes this loss even more disgraceful is that you were also protecting those children as well." Carnage said as it revealed memory versions of Team RWBY, it then produced tendrils from behind the memories and slashed them apart, causing them to fade away. "So I'll do you a favor and make you an offer."

"And what "fantastic", offer do you propose then?" Venom said with slight sarcasm.

"Join me, once I fully absorb the Spider and be complete, you can join me as we consume everyone on this pathetic rock! And show this world and this universe who the superior beings are!" Carnage offered.

Venom just hissed, their eyes now forming on their body along with the Spider emblem on their chest, taking the form of the black suit. "How about no, screw your deal. I don't give a crap about ou- your race. If I have to go back to living a life we're I do nothing but destroy for an eternity then screw you!" Venom replies, "Besides, I like eating the chocolate these people make, it is delicious."

"Hmph, how the mighty Klyntar warrior has fallen, pathetic." Carnage said as it appeared before their father, "Guess I'll just fix the one mistake our race made and DESTROY YOU!" Carnage screeches as it rushed towards Venom.

/

Carnage laughed as it dodged every single attack team RWBY unleashed upon it. The girls tried their best to land more hits on the monster, but nothing worked. Glynda herself tried to use what ever energy she had to try and keep Carnage in place with her semblance.

But the purple energy around Carnage only flickered as she failed to stop them from moving. "All out of energy women? How pathetic, and you younglings are even worse. I thought you were trained to deal with monsters." Carnage mocked.

Frustrated from the alien's words, Weiss slammed her weapon into the ground, ice spikes sprouting out from the ground towards it. Carnage is hit with the ice and trapped inside a chunk of ice again. But much to everyone's dismay, it broke out the ice.

"Wow how sad, it didn't work earlier what made you think it would this time?" Carnage asked rhetorically. Suddenly the crimson symbiote was shot multiple times from behind, absorbing some of the shots. It then looked to see Ruby and Blake taking shots at it. "Return to sender!" Carnage laughed as it suddenly sent the rounds back towards the girls through its tendrils.

Ruby and Blake were forced jump away, adrenaline coursing through their veins as they ponder what their next attack should be.

Carnage then turned to see Yang Rush forward and attempt to land a flurry of punches on them. But the crimson symbiote laughed as it dodged each punch, which made Yang even more angry.

"Come on Blondie! I am a huge target and yet you can't even hit me. Either I am this powerful or your just weak!" Carnage laughed, making Yang try even harder, only to keep failing. "Definitely weak, guess you won't last long enough to see me consume the rest of your friends. Maybe I'll take my time as I drink you little sister's inside's first, especially since she idealized Parker as a hero."

That was the last straw, Carnage's statement made Yang yell in anger, her hair glowing bright and on fire. Surprised by this, Carnage gets distracted by seeing this show of strength, allowing Yang to last an extremely devastating punch on the creature.

The strength combined with the aura produced fire caused the creature to explode into multiple pieces. Each piece flies all over the place, some pieces being burnt to a crisp.

The girls then get to together, with Weiss and Ruby helping Glynda up, and Blake helping Yang up as both blondes had depleted all their aura from the fighting.

"Yang you did it! You beat the monster!" Ruby cheered.

"Guess I showed them a thing or two." Yang said in between breathes. She then looked to were the creature was standing, only to see the area empty. "But Peter…."

The others look to see were Yang was looking, seeing the exact same thing she saw.

The emotions started to build up, they may have beaten it, but they didn't see Peter anywhere. Glynda had a look of defeat, she hoped this wouldn't have happened, but had a feeling it would.

"No, no, no, no!" Blake yelled, "It absorbed him, we were too late." Blake said, trying to stop herself from crying.

"But he is a superhero, he can't just lose, maybe Yang punched that monster so hard Peter must have been sent flying somewhere. He can't be dead!" Ruby denied as she started to cry.

Weiss stayed silent as she parted Ruby's back, only for Ruby to hug her tightly. Weiss let a few tears out, she now wished she was a bit nicer to him. As she looked down, she noticed a piece of red ooze on the floor a few feet in front of them. She had a slight look of disgust from seeing it.

And then that expression shattered as she watched it move. "Everyone, we have a problem." Weiss got everyone's attention.

Weiss points towards the ooze, they watched as it over away and converge with other pieces that were splattered from Yang's punch. Everyone looked on in absolute horror as the alien pieced itself together and reformed.

Once fully reformed, Carnage hissed in anger as it looked at the women, "A fruitless effort, but if it's any consolation, that hurt like hell."

Carnage then formed blades on its hands and tendrils and rushed towards the girls, ready to end it once and for all. But before it could make it any further, missiles were then shot towards its feet, sending the alien back dozens of feet. Everyone looks up to see multiple Atlesian Knights. The machines then lands in front of them, weapons out and ready to fire.

"Are you girls alright?" a voice from behind them spoke out, the girls look to see a paladin walking towards them. Inside the machine was Ironwood himself, here to handle the situation personally.

"We are alright…" Glynda spoke out, still out of breath.

"I see, get the girls out of here, I'll handle this monstrosity." Ironwood said as he piloted the mech towards Carnage.

"Please, you think this is enough to destroy me?! I'll tear that worthless toy into pieces!" Carnage shouts as it stabbed the earth and a ring of tendrils formed around everyone as so they couldn't leave, "No one leaves! Watch as I conquer this battle!"

Ironwood, angered by this move, used the control's to shoot out more missiles from the mech. The missiles head towards the crimson symbiote, along with multiple rounds of explosives being shot by the Knights as well.

Carnage then forms a shield to block the explosives, only to be burned from behind by some Knights with flamethrowers. Carnage screeched in anger as it shot spikes towards the machines, destroying them.

Ironwood then fired even more missiles with the alien distracted. The missiles land successfully as the other Knights got their own rounds on it. Carnage was getting frustrated, these machines were getting in their way again! And this mech, there was someone inside of it too. I'm it's frustration, Carnage sent tendrils out and grabbed a few Knights and began slamming them all over the place.

Carnage successfully destroyed said robots along with the others from its attack. The remaining Knights fired fire dust rounds at the alien, hurting the creature. Carnage roared as it lunged at the machines a slashed them into pieces. With the last of the Knights destroyed, Carnage looked over at the Paladin.

Both Ironwood and Carnage scowled as they clashed into each other. Ironwood would pilot the mech to punch Carnage in the face, followed up with a few shots from its weapons. In response, Carnage wrapped a few tendrils around the weapons, ripped them off.

Ironwood attempted to gain distance from Carnage, but the alien sent out more tendrils and wrapped the Paladin with them. Carnage squeezed the mech, slowly destroying it in the process. Ironwood, slowly being crushed on the inside, tried desperately to activate any weapons that could counter the alien. But unfortunately nothing was working, the Paladin had suffered too much damage in such a short amount of time.

Before he could get out of the mech, a large red hand came in, and grabbed him. Carnage pulled out the General, hissing as he starred into the man's eyes. "I'm going to assume your this Ironwood the soldiers I consumed kept mentioning?" Carnage asked as Ironwood scowled in response.

Carnage continued to hiss as they got their answer, then they noticed something. Half of the General's body felt….like metal. "Hm, you're entire body isn't fully organic, is it?" Carnage asked, which caused Ironwood's expression to shift into one of uneasiness.

"Interesting, your entire right side is missing. Wonder how that happened." Carnage then smiled, and began to laugh, which made everyone grow unnerved. "It'd be a shame if…. You lost the rest of your limbs too."

Carnage then cackled maniacally as it began to pull both Ironwood's left arm and leg. Ironwood screamed in pain as he felt himself be pulled apart. And much to everyone's shock, Carnage successfully ripped his organic limbs off. Once the deed was done, they threw the General with a huge amount of force at the girls, a crater forming as he landed.

"James!" Glynda shouts as she went to the General's side. The girls were frozen with terror, they couldn't even move as fear overwhelmed them. They watched as Carnage waved the now amputated limbs around, and ate them whole. Ironwood, struggling to stay consciousness as he started losing blood, could only grunt in anger as he saw the monster eat his limbs in front of everyone.

"Aw what's wrong, frozen with fear? Good, just makes your brains all the more delicious. AHAHAHAHAHAHAHA!" Carnage roared, pleased with another successful hunt. It then rushed towards its prey once more, nothing could stop it now! Nothin-

Suddenly, Carnage screamed in pain as it grabbed its head. The others watch as it fell to the floor, it's form slowly falling apart.

"AAAAAAAAGH! RAAAAAAAAA!"

/

Venom and Carnage continued to fight, refusing to back down. Venom then grabbed its offspring and threw them at the non-existent wall of the red void. Venom started to feel exhausted, it knew that if it didn't succeed, then both them and Peter would die.

"It's no use father! I have won! There's nothing you can do now!" Carnage shouts.

Suddenly, both Carnage and Venom screeched in pain, a vision of Yang punching Carnage into pieces flashed in both the aliens' minds.

Taking advantage of this, Venom then tried to take control as Carnage was busy piecing itself together. Trying to find some way to get to Peter. "Found you!" Venom said to themselves as it sensed were Peter was.

And before Carnage realized anything, especially busy with their anger towards its outside opponents, Venom broke the non-existent floor beneath them and jump in. Venom continued to fall through the endless red void until landing on the ground.

As they looked around, Venom spotted a red cocoon. The symbiote approached the cocoon and wrapped themselves around it. Venom then found themselves in now a black void, a few feet in front of them was Peter on his knees.

"If you're here to prove a point red Klyntar don't even bother I give up." Peter said to who he thought was just another attempt of psychological warfare.

"My offspring calls themselves Carnage. Which I find to be stupid." Venom deadpanned, "So get up and let's get out of here."

"Why bother, I failed. I couldn't destroy Carnage and I got ourselves killed. Like I said, I give up." Peter responds.

Venom could not believe what Peter was saying, this was the same kid that went through so much crap and still kept going. They were not having this, there was no time for this type of behavior.

Venom then approached Peter, now taking it's puddle form with their head, and head-butt them in the face, "We do not have time for this bull crap! I don't know what my offspring told or shown you, but you should know from experience not to listen to them, I literally did the same thing!"

"You only showed one of my mistakes, they showed me all of them. I caused to much pain, pain I could never undo, how can I be a hero if I'll just mess up again." Peter asked.

Venom then slapped Peter in the face with a tendril, "Parker, you have made a lot of mistakes sure. I mean I'll be honest, you screw up a lot. It want to know one of the things I respect about you?"

"What?" Peter asked in a tired voice.

"You're willpower, despite all the crap you got through you still kept going. And thanks to that willpower you not only survived me, you also survived a lot of other things. The Sinister Six, the Goblin, the explosion, hell your willpower could be reason you survived such a mutation. The reason I saw you as an ideal host was the fact that not only were you powerful, but that will made you an opponent that would never back down." Venom explained.

Peter just looked at the Venom symbiote, surprised to hear such things from it, "But, there are other more capable you could have bonded with to get more powerful. Heck with Eddie I couldn't even necessarily beat you."

"I am going to be honest, while Brock and I were powerful, we weren't unbeatable. What lead to all of our losses was our arrogance, and you knew it. Hell you took advantage of that and used it to defeat us. You are a capable warrior not just in strength, but intelligence and will. Your only weakness is your heart." Venom points out, getting a groan from Peter as he had already learnt that.

But before he could say anything, Venom says, "But at the same time it is your greatest strength."

"Elaborate."

"Remember when me and Brock threatened to hurt the ones you love? What did you do next? Did you beg, cry for us to spare them? No, you were motivated even more to protect them, and you used more of your strength to fight us. Back at the hospital, you actually hurt us a bit more then you did other times. While sure it wasn't a lot, but the knowledge of us going after the people you care about made you fight back even more. While your anger can blind you at times, it also helps you keep your enemies from hurting others. A mistake that will make others think twice, Winchester knows that. Hell Arc is the same as Winchester hasn't harassed anybody thanks to both you and Arc." Venom points out.

Peter took time to think, he would agree his anger was…. Destructive, ,"But what if I hurt anyone badly, I could harm others in ways I couldn't take back."

And again, Venom slapped Peter in the face, "Would you stop that."

"The only people you will hurt are those that try to harm your loved ones. And let's be real, there will come a day where you can't spare a person. I know you don't want that day to come, but if it makes you feel better, I will carry that burden." Venom replied.

"Would you really kill someone so I wouldn't?" Peter asked.

"In my past, back when I was a Klyntar warrior, I've…..done things I have slowly come to regret. I'm not sure when this started happening, but I would rather make sure no innocents die anymore. I don't have a problem killing the guilty if I have too. And doing so could prevent the lives of the innocent being taken. Don't worry, I won't kill every criminal if you're wondering, all I'm saying is if there comes a day where we have no choice but to kill an enemy, I'll do it." Venom replied.

"I….I don't know. I just feel tired, I just want to go back home." Peter slowly cried.

Venom then patted Peter on the back with a tendril, an attempt of trying to be sympathetic, "Look, we both know we are never going back to Earth. But that doesn't mean this world can't be your home. You have friends here that care about you. If you just come clean to them, tell them everything, and I mean everything, they will understand. This place can be your home. I can't give you what you need, they can."

"Do, do you think they'll understand? You saw the look on their faces, they were scared of me." Peter pointed out.

"No, of me. While they will grow cautious of me, they won't of you. Once they have the whole truth they won't shun you, I know it. Especially the feline, you may deny it but I believe you have, grown especially attached to her. Which I'm assuming is because of the similar guilt you both share." Venom guessed, Peter nodding in response. "Which ever bond you will both develop, just know her and everyone else will care. So, will you just let my offspring win or are we going to destroy them and make sure they never consume anybody else?"

Peter took a moment to breathe, the symbiote was right, his friends may get weary for a while, but he knows they will understand once they know everything. "Alright, let's show this guy who's the best Symbiotic duo." Peter offered by offering his hand to Venom.

"There's the cocky hero I barley tolerate. Let's show Carnage who's stronger!" Venom grinned as they enveloped Peter, forming the black suit once more.

/

Team RWBY, Glynda, and the barely conscious Ironwood watch as Carnage continued to shake and swell uncontrollably on the floor, unsure of what to do.

"Um, what on Remnant is going on?!" Weiss yelled.

"I think it's having a seizure?" Yang guessed.

They watched as Carnage's body swell unnaturally until it's stomach suddenly burst open, causing Carnage to fall apart as something came out. The thing that burst out landed in between Carnage, who had become a puddle, and the older and young Huntsmen and huntresses. Everyone then took a look at what or who burst out.

To everyone's surprise, it was Spider-Man in the black suit, now looking slightly different. There were white patches on the dorsal side of his hands, white lines on the outer side of his arms connecting to his neck, a white line around where his belt for his web-cartridges usually is, a couple of white triangular patches pointing away from each other on both of his knees, and the bottom of his feet also white patches underneath. He now had web-wings that were slightly larger then the ones on his original suit, and finally the spider emblem was much larger, the legs of the emblem were now connected to the ones on the emblem on his back.

"Man, that was the worst nightmare ever! Hope I don't have those again." Spider-Man quipped, he then looked towards everyone and said, "Hope I didn't leave you guys waiting too long. Oh….hey Ironwood, looks like you've seen better days." Spider-Man winced as he saw the state Ironwood was in.

"Pete your alive!" Ruby cheered, "We thought….we lost you."

"Please, like I'm going to lose to some malevolent spaghetti." Spider-Man joked getting a chuckle from the sister duo.

"Peter…" Blake said, trying to think of something else to say. But she couldn't find the words, she was just glad he was alive.

"I know you guys have a lot of questions, looking at you snow princess." Spider-Man said getting a eye roll from Weiss. "But first, I got an alien to beat." Spider-Man said as he turned around to see Carnage reform.

"Noooo, nooooo, NOOOOO! I was sooo clooseee, I ALMOST WON! THIS IS ALL YOUR FAULT!" Carnage said pointing to Team RWBY, they then pointed at Spider-Man, "IF CAN'T ABSORB YOU AND BECOME POWERFUL THEN I WILL DESTROY YOU!"

"Issues much? Your even worse than Venom, and that's saying something." Spider-Man joked.

"Really? Your going to insult me like that?" Venom deadpanned.

"Calm down it's just a joke." Spider-Man brushed off.

"Now then, I have some repressed rage I have been holding on to for some time now. And I finally have an excuse to not hold back." Spider-Man said in a serious tone.

Faster than anyone could react, even Carnage, Spider-Man dashed forward and grabbed the crimson symbiote by the face and slammed them into the ground, forming a large crater. He then threw them high into the air, jumped up above the alien above, and punched Carnage on top of their head, sending them hurtling towards the ground. Spider-Man then shot out white web-lines out of the white patches on above his hands and pulled himself downwards, landing feet first onto Carnage's back.

Everyone looked in awe at this feat of strength, they barely could even leave a mark on that thing and here was Spider-Man, handling the monster with ease.

Carnage threw Spider-Man off and shot out multiple spikes from its body towards the arachnid. Spider-Man then formed a shield, which now sported a white spider emblem, and blocked the spikes. He then jumped up and spun around as a ball of black ooze formed on the end of his hands. He then stopped spinning and threw the ooze balls at Carnage, successfully hitting the red lifeform.

Carnage screeched in anger as the attack hurt them, they rushed forward in attempt to slash at Spider-Man. But Spider-Man dodged each attack with ease, too easily in fact.

"Hey V, I think my Spider-sense can detect them now. Man did we get an upgrade or what?" Spider-Man asked.

"I can sense their attacks too, looks like we ended up getting stronger from Carnage's attempt to absorb us. That backfired for them greatly." Venom chuckles.

"Stand still you insolent bug!" Carnage yelled.

"Really, you were calling us a spider before, now a bug? And here I thought you were smart." Spider-Man quipped as he swept Carnage of their feet and kicks them back. "Guess your just another dumb supervillain wannabe huh?"

"Just shut up already!" Carnage screeched as it attempted to wrap around Spider-Man again.

I'm response, Spider-Man sprouts multiple sharp tendrils from his body, pushing Carnage back, "I think everyone knows the answer to that." Spider-Man quipped as the tendrils retracts.

Carnage then tried to use their tendrils to cut Spider-Man into pieces, only for Spider-Man to sprout some on his back, the tendrils taking the shape of scythes, and cut Carnage into pieces instead. Carnage then reformed again and tried to lunge towards the others, but Spider-Man extended an arm and grabbed Carnage before they could.

"Don't even think about eating them!" Spider-Man said as he then reeled Carnage in, and started landing a flurry of devastating blows on them.

"Yeah kick that thing's ass! Beat them to a pulp!" Yang cheered, getting looks from the others, "What? They thing threatened to eat Ruby." Yang defended herself.

The other girls stayed silent for a few moments before cheering along as well.

Glynda sighs, but she couldn't help but feel some sort of pride in seeing the young hero being able to compete with such a monster, albeit with the help of another.

Ironwood on the other hand looked on in shock, "Just what the hell is that boy? What the hell are these monsters?" Ironwood questions.

Spider-Man continued to absolutely beat Carnage, pushing himself to do as much damage as possible. But as usual, Carnage kept reforming.

"Ok, we need to destroy Carnage, god I don't like that they named themselves, but how?" Spider-Man asked.

"I hate to say this, but we may need those machines. The flamethrowers can kill them. For once, that general better have called for more." Venom grunted.

And just like that, more Knights appeared and started to lay hellfire on Carnage, along with the tendril wall surrounding everyone, destroying it.

"Wow, dues ex machina much?" Spider-Man quipped internally.

Carnage attempted to destroy the machines and then flee, but the crimson symbiote was then covered in webs, preventing them from moving. "Nice try, but you aren't going anywhere." Spider-Man said in a serious tone.

With little energy left, Carnage can only screech in pain as it's body began to dissolve, melting as the fire covered them. The girls watched from a distance, looking at Carnage slowly melt, their hand stretched out towards their direction. To their perspective, it was like watching a demon being sent back to hell.

"Good riddance."

"Agreed."

And thus, the fire consumed the creature, nothing seemingly left behind. Spider-Man then turned to everyone, he then saw Ozpin walk towards the group. "Hey Oz, did you call those things in?" Spider-Man asked, getting everyone to look at the professor.

"James alerted me before he left to help you all." Ozpin replied as he then looked towards the General, noticing the lack of his left limbs. "It appears this battle was a devastating one."

"Yup, me and V almost got absorbed into Carnage's biomass." Spider-Man said with a shudder. "Ok, so I believe I owe you guys an explanation now. So to answer your quest- aaaaaaaannnnnd there goes the sleep deprivation." Spider-Man said as he collapsed to the ground face first, going unconscious.

The girls got up and where about to pick up their friend, only to stop in their tracks as the symbiote emerges from his back. "I told you that you needed rest, we probably wouldn't have gone through that if you listened." Venom scolded the now sleeping vigilante.

The symbiote then looked towards the girls, noticing their uneasy expressions, "………. Any of you have a chocolate bar?... And there goes my energy." Venom mimicked Spider-Man by collapsing into a puddle of goo on his back, retracting back in.

The girls just look on in absolute confusion, not sure what to do. Ozpin and Glynda, who were helping up Ironwood, then call out to the girls to grab Peter. The girls hesitantly do so, still uneasy about the creature that was inside Peter's body. Of course, the feeling of helping their friend overcame that uneasiness and fear, and everyone left, taking each fallen individual with them.

Back with the Knights, they were surveying the area, looking for any traces of the monster left. One of the Knights bends down to see drops of blood on the ground, another pick up what looked like a bit of black ooze left behind.

And finally, one Knight spotted a very small puddle of red ooze. The Knight approached it, and scooped it up in a small vial. With different samples collected, via orders of Ironwood himself, left towards their stations.

These samples would be kept for further study. A mistake Ironwood would eventually learn the hard way.